Minimum Cash Consideration definition

Minimum Cash Consideration has the meaning set forth in Section 3.01(b)(2)(iv).

Minimum Cash Consideration means, with respect to the Permitted Initial MLP Asset Transfer, 40%, and with respect to any other Asset Sale (including any MLP Asset Transfer other than the Permitted Initial MLP Asset Transfer), 75%, of the fair market value of (a) the assets and property transferred, and (b) in the case of any MLP Asset Transfer involving a transfer of any Equity Interests of a Person, (i) in the case of any Person other than Ellwood, such Person (it being understood that, in the case of a transfer of less than all of the Equity Interests of a Person, the fair market value of such Person shall be determined at the time of the first MLP Asset Transfer in which any Equity Interests of such Person are transferred as if all the Equity Interests in such Person had been transferred at the time of such first MLP Asset Transfer and the Minimum Cash Consideration requirement shall have to be satisfied on that basis in connection with such first MLP Asset Transfer, and there shall be no Minimum Cash Consideration required for any subsequent transfer of Equity Interests of such Person) and (ii) in the case of a transfer of Equity Interests of Ellwood, the fair market value of the transferred Equity Interests only, without giving effect to any discount for minority ownership or illiquidity.

Minimum Cash Consideration means the number of Albemarle First Shares outstanding immediately prior to the Effective Date, multiplied by $5.53.

Examples of Minimum Cash Consideration in a sentence

• The Purchase Price must also include an amount of cash paid at closing equal to or greater than at least fifty percent (50%) of the Minimum Cash Consideration.

• Pursuant to an Assignment and Assumption Agreement, the successful Offeror will: (a) succeed to the ICN’s contractual rights and liabilities (including all accounts payable and, accounts receivable and prospective responsibilities relating to ongoing employment of ICN employees who are employed by the Offeror); and (b) assume any other debts of ICN outstanding at the time of closing or provide sufficient cash at closing in excess of the Minimum Cash Consideration to satisfy such debt.

• Three-Month Average Price The relevant Minimum Cash Consideration according to the Three-Month Average Price of DIR Shares described in Section 9.1.1(ii) is determined pursuant to Section 31 para.

• To the extent Sigma’s Minimum Cash Consideration Commitment is greater than zero and any reduction is required in the case of Sigma pursuant to the provisions set forth in “Cutbacks,” it shall be applied first toward any shares of Additional Common Stock that Sigma would otherwise be acquiring using Second Lien Term Loans and then toward any shares of Additional Common Stock that Sigma would otherwise be required to acquire for cash pursuant to the Minimum Cash Consideration Commitment.

• If the number of Cash Election Shares times the Per Share Cash Consideration is equal to the Minimum Cash Consideration or the Maximum Cash Consideration, then subparagraphs (d)(i) and (ii) above shall not apply and all Cash Election Shares (subject to Section 3.06 with respect to Dissenting Shares) shall be converted into the right to receive cash and all No-Election Shares and all Stock Election Shares will be converted into the right to receive Washington Federal Common Stock.

More Definitions of Minimum Cash Consideration

Minimum Cash Consideration means the product of the Aggregate Merger Consideration times .50 (i.e., $90,492,745.50).

Minimum Cash Consideration has the meaning specified in Section 1018(a)(2) of this Indenture.

Minimum Cash Consideration with respect to the Initial MLP Asset Transfer means 40% of the fair market value of (a) the assets and property transferred or (b) in the case of a transfer of any Equity Interests of a Person, such Person at the time of such Initial MLP Asset Transfer (it being understood that, in the case of a transfer of less than all of the Equity Interests of a Person, the fair market value of such Person shall be determined at the time of the first MLP Asset Transfer constituting part of such Initial MLP Asset Transfer (as if all the Equity Interests in such Person had been transferred at the time of such first MLP Asset Transfer and the Minimum Cash Consideration requirement shall have to be satisfied on that basis in connection with such first MLP Asset Transfer) and there shall be no Minimum Cash Consideration required for any subsequent transfer of Equity Interests of such Person constituting part of the same Initial MLP Asset Transfer) (in each of the foregoing clauses (a) and (b), assuming such assets or Person, as applicable, operate as a going concern); provided that up to 50% of the Minimum Cash Consideration may consist of Equity Interests in the applicable MLP so long as such Equity Interests are converted into or exchanged for, within 365 days of the Initial MLP Asset Transfer, cash equal to at least the fair market value of such Equity Interests on the date of the Initial MLP Asset Transfer. For purposes of this definition,

Minimum Cash Consideration means the product of (x) 58% and (y) the sum of the Initial Purchase Consideration and the Escrow Amount.

Minimum Cash Consideration has the meaning assigned to that term under Section 2.1(g)(iii) of this Agreement.

Minimum Cash Consideration means the greater of (i) the Base Purchase Price, multiplied by seventy percent (70.0%), and (b) $7,500,000. (It is acknowledged and agreed that the cash portion of the Base Purchase Price to be paid by Buyer shall in no event be less than the Minimum Cash Consideration.)

Minimum Cash Consideration has the meaning specified in Section 7.05(a)(ii).